Data show that since the fourth quarter of this year, 23 listed companies have been filed for investigation by the CSRC, including 15 since December. Violation of information disclosure is one of the main reasons why relevant companies are filed for investigation, including significant differences in financial data disclosure, illegal occupation of funds of listed companies by major shareholders, etc. Senior lawyers believe that xinphi’s violations mainly focus on content fiction or errors, some content omissions and intentional concealment. Some listed companies urgently need to enhance their legal awareness and integrity awareness, and disclose information in a timely, complete and accurate manner.
Most ST companies
Among the above companies under investigation, most of them are ST companies and companies that have repeatedly touched the regulatory red line.
Data show that since the fourth quarter of this year, 13 ST companies have been filed for investigation, accounting for 60%. Among them, since December, the number of ST companies filed for investigation has increased significantly, reaching 11.
Among the above ST companies, Beijing Shuzhi Technology Co.Ltd(300038) has been filed twice since October this year. On October 18, the company disclosed that it was suspected of insider trading in the securities market. On October 15, 2021, the company received the notice from Zhang Zhiyong, the actual controller and chairman of the company, and received the notice of filing a case from the CSRC. More than a month later, the company disclosed again that the company and Zhang Zhiyong received the notice of filing a case from the CSRC on suspicion of illegal information disclosure.
Some market analysts said that near the end of the year, ST companies may have some more radical operations under the pressure of shell preservation, and may ignore the information disclosure obligations that should be performed in this process. “It is necessary to remind the majority of small and medium-sized investors that there are indeed cases in which ST companies have regained their vitality through reorganization, but many ST companies have experienced repeated reorganization and ended in failure, and the balance of interests of all parties involved behind each reorganization has gradually made the listed companies lose the power to operate their main business.” In this person’s view, investors should polish their eyes for those companies that have been filed for investigation for many times, especially ST companies.
strictly investigate illegal operations
Although it has not been announced why the relevant companies have been filed for investigation, it can be roughly judged by combing the previous announcements of these companies. There have been a series of illegal operations such as significant differences in financial data disclosure and illegal occupation of funds of listed companies by major shareholders.
“The content of information disclosure is fictitious, especially in the disclosure of financial data. If there are significant differences between before and after, it will damage the interests of the majority of small and medium-sized investors and have a bad impact on the listed company itself, which will be difficult to eliminate for a long time.” Some brokerage investment bankers said.
On the evening of December 9, Jiangxi Special Electric Motor Co.Ltd(002176) disclosure company received the notice of filing a case from China Securities Regulatory Commission on suspicion of illegal information disclosure. As for the reasons for being filed for investigation, the company did not specify in the announcement. Referring to the relevant announcements of Jiangxi securities regulatory bureau, it is found that on May 10 this year, the company received a warning letter from Jiangxi securities regulatory bureau. After investigation, the company disclosed in the third quarterly report of 2018 that the change range of net profit in 2018 is expected to be RMB 338 million to RMB 478 million, but the company expects the net profit in 2018 to be a loss of RMB 1.5 billion to RMB 1.64 billion in the revised announcement of performance forecast in 2018.
Similarly, on November 8, Xinjiang Machinery Research Institute Co.Ltd(300159) disclosed that it received the notice of filing a case from the CSRC for suspected illegal information disclosure. According to the criticism issued by the Shenzhen Stock Exchange on December 15, Xinjiang Machinery Research Institute Co.Ltd(300159) the estimated net profit disclosed in the 2020 performance forecast is significantly different from the audited net profit disclosed in the 2020 annual report and has not been corrected in time.
The concealment of capital occupation is also a common violation in the information disclosure of listed companies, which directly affects the right to know of investors and the reputation of the company.
On November 8, Elefirst Science & Technology Co.Ltd(300356) disclosed that the company and its actual controller long Changming received the notice of filing a case from the CSRC on November 5, 2021 due to suspected illegal information disclosure. Before being filed for investigation, the company disclosed that at present, the problem of capital occupation by controlling shareholders has not been fully solved.
In addition, Dingsheng Xincai also disclosed on the evening of December 4 that the company and its chairman Zhou Xianhai received the notice of filing a case from the CSRC on suspicion of illegal information disclosure. Back to the announcement, the company was criticized by the Shanghai Stock Exchange at the end of July this year for the occupation of non operating funds by the controlling shareholder.
increased cost of violation
Last October, the opinions of the State Council on further improving the quality of listed companies were printed and distributed. In order to further improve the quality of listed companies, the opinions put forward 17 key measures in six aspects, which mentioned the need to improve the cost of violations of laws and regulations of listed companies and relevant subjects, including increasing the punishment for illegal acts such as fraudulent issuance, illegal information disclosure, market manipulation and insider trading.
The opinions on strictly cracking down on securities illegal activities according to law, issued in July this year, has made important arrangements for accelerating the improvement of the judicial system and mechanism of securities law enforcement, strengthening the investigation and punishment of major illegal cases, strengthening cross-border supervision and law enforcement cooperation, consolidating the foundation of the rule of law and integrity in the capital market, and promoting the formation of a good market ecology that respects the law and abides by faith.
“At present, the reform of the registration system in the capital market is advancing steadily, and ensuring the authenticity of information disclosure and ‘zero tolerance’ for various violations of laws and regulations is not only an important guarantee for the smooth progress of the registration system reform, but also an inevitable requirement for the comprehensive deepening reform of the capital market.” The aforementioned investment bankers believe that.
In this person’s view, it is necessary to timely reveal risks through front-line supervision, strengthen the accountability of controlling shareholders and actual controllers of listed companies, illegal intermediaries and their employees, and improve the regulatory deterrence by continuously increasing the cost of illegal information disclosure.
The Secretary of a listed company who did not want to be named told reporters that during the filing and investigation, the listed company was basically in a period of silence, the capital operation was also constrained, and the relevant business was not easy to carry out. “In short, it’s a pain for the company.” The Secretary said that from the position of regulators in recent years, the requirement of “zero tolerance” for illegal and criminal acts in the capital market will only be more and more strict. As far as listed companies are concerned, only by strengthening the awareness of compliance according to law and effectively performing the obligation of effective and high-quality information disclosure can we ensure the full protection of investors’ rights and interests.
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(China Securities Journal)
